As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33-63231
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SEQUENT COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
____________________
OREGON 93-0826369
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
15450 SW Koll Parkway
Beaverton, Oregon 97006-6063
(Address of Principal (Zip Code)
Executive Offices)
____________________
Robert S. Gregg
Senior Vice President of Finance and Legal,
Treasurer and Chief Financial Officer
Sequent Computer Systems, Inc.
15450 SW Koll Parkway
Beaverton, OR 97006-6063
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 626-5700
Copy to:
Margaret Hill Noto
Stoel Rives
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 150,000 Shares $19.1875 $2,878,125 $993
- ---------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The
calculation of the registration fee is based on $19.1875, which was
the average of the high and low prices of the Common Stock on October 3,
1995 as reported in The Wall Street Journal for Nasdaq National
Market Issues.
- ----------------------------------------------------------------------------
</TABLE>
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said section 8(a), may determine.
<PAGE>
CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3
Caption or
Registration Statement Item and Heading Location in Prospectus
- -------------------------------------- ----------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............ First Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Available Information
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges........... The Company
4. Use of Proceeds..................... Not Applicable
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... Not Applicable
10. Interests of Named Experts and
Counsel............................. Not Applicable
11. Material Changes.................... Not Applicable
12. Incorporation of Certain Documents
by Reference........................ Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities.......... Not Applicable
<PAGE>
PROSPECTUS
SEQUENT COMPUTER SYSTEMS, INC.
_______ Common Shares
($.01 par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock of Sequent Computer Systems, Inc.
(the "Company") offered hereby (the "Shares") may be sold by
certain shareholders of the Company (the "Selling
Shareholders"). The Company will not receive any of the
proceeds from the offering.
The Common Stock of the Company is traded on the
Nasdaq National Market System. On October 19, 1995, the
closing price for the Common Stock as reported in The Wall
Street Journal was $_____ per share.
The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise. Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale. See
"Plan of Distribution."
____________________
No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus. This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
____________________
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
____________________
The date of this Prospectus is October 20, 1995.
<PAGE>2
THE COMPANY
The Company's principal executive offices are located
at 15450 SW Koll Parkway, Beaverton, Oregon 97006-6063. Its
telephone number is (503) 626-5700. References herein to the
"Company" are to Sequent Computer Systems, Inc. and its wholly-
owned subsidiaries unless the context indicates otherwise.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files periodic reports and other
information with the Securities and Exchange Commission (the
"SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be
obtained at prescribed rates at the offices of the SEC,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549,
as well as at the following regional offices: 75 Park Place,
14th Floor, New York, New York 10007; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Company has
filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, with respect to the
securities offered pursuant to this Prospectus. For further
information, reference is made to the Registration Statement
and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its
principal office at Judiciary Plaza, 450 Fifth Street, NW,
Washington, D.C. 20549.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request to John Eldridge,
Investor Relations, Sequent Computer Systems, Inc., 15450 SW
Koll Parkway, Beaverton, Oregon 97006-6063, telephone (503)
626-5700, copies of any and all of the information that has
been incorporated by reference into this Prospectus, other than
exhibits to such information unless such exhibits are
specifically incorporated by reference therein. The
information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be
read together with the information contained in the documents
or portions of documents incorporated by reference into this
Prospectus.
<PAGE>3
SELLING SHAREHOLDERS
The following table sets forth certain information
provided to the Company by the Selling Shareholders.
Common Stock
beneficially Common Shares
Name of Selling owned as of offered by this
Shareholder October 20, 1995 Prospectus
- --------------- ---------------- -------------
Peter John Blankespoor
Ulka Robert William Douma
Michiel Adriaan Koekoek
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be on the Nasdaq
National Market System or otherwise at prices and at terms then
prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold
by one or more of the following methods: (a) block trades in
which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal, in a market maker capacity
or otherwise, and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive
commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the sale. The
Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933
(the "1933 Act") in connection with such sales.
Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the 1933 Act, disclosing
(i) the name of such Selling Shareholder and of the
participating brokers or dealers, (ii) the number of Shares
<PAGE>4
involved, (iii) the price at which such Shares will be sold,
(iv) the commission paid or discounts or concessions allowed to
such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1994 filed pursuant to
Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30,
1995 and the Company's Current Report on Form
8-K dated October 19, 1995 filed pursuant to
Section 13 of the 1934 Act; and
3. The description of the Common Stock contained in
the Company's registration statement under
section 12 of the 1934 Act, Form 8-A, including
any amendment or report updating such
description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of
the 1934 Act prior to the termination of the offering shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and
documents.
EXPERTS
The financial statements incorporated in this
prospectus by reference to the Annual Report on Form 10-K of
the Company for the year ended December 31, 1994 have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given upon the authority of said firm
as experts in auditing and accounting.
<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
All expenses in connection with the issuance and
distribution of the securities being registered will be paid by
the Company. The following is an itemized statement of these
expenses:
Registration fee........................ $ 993.00
Legal fees.............................. 5,000.00*
Accounting Fees......................... 1,500.00*
Miscellaneous........................... 507.00*
---------
Total............................. $8,000.00
=========
--------------------
*Estimated
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Article X of the Company's Articles of Incorporation
provides for indemnification of directors to the fullest extent
not prohibited by the Oregon Business Corporation Act. The
Bylaws also contain indemnification provisions. The effects of
the Articles, Bylaws and the Oregon Business Corporation Act
(the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or
proceeding (other than an action by or in the right of the
Company) against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually
and reasonably incurred, if the person concerned acted in
good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the
Company, was not adjudged liable on the basis of receipt
of an improper personal benefit and, with respect to any
criminal action or proceeding, had not reasonable cause to
believe the conduct was unlawful. The termination of an
action, suit, or proceeding by judgment, order,
settlement, conviction, or plea of nolo contendere does
not, of itself, create a presumption that the person did
not meet the required standards of conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any action or suit by or in
the right of the Company against the expenses (including
<PAGE>II-2
attorneys' fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the
best interests of the Company, except that no right of
indemnification will be granted if the person is adjudged
to be liable to the Company.
(c) Every person who has been wholly successful on
the merits of a controversy described in (a) or (b) above
is entitled to indemnification as a matter of right.
(d) Because the limits of permissible
indemnification under Oregon law are not clearly defined,
the Indemnification Provisions may provide indemnification
broader than that described in (a) and (b).
Section 10.6 of the Company's Bylaws provides that
the Company will advance to a director the expenses incurred in
defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good
faith that he or she has met the standard of conduct to be
entitled to indemnification as described in (a) or (b) above
and undertakes to repay any amount advanced if it is determined
that the person did not meet the required standard of conduct.
The Company's Articles and Bylaws provide that the
Company may, in the discretion of the Board of Directors,
indemnify and advance expenses to officers and employees to the
same extent that directors are entitled to indemnification and
advancement of expenses.
The Company may obtain insurance for the protection
of its directors and officers against any liability asserted
against them in their official capacities.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors or otherwise.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 16. Exhibits.
--------
4A. Articles of Incorporation, as amended, of the
Company. Incorporated by reference to Exhibit
<PAGE>II-3
4A of the Company's Registration Statement on
Form S-8, File No. 33-39315.
4B. Bylaws, as amended, of the Company.
Incorporated by reference to Exhibit 4B of the
Company's File No. 33-39315.
*5. Opinion of Counsel.
*23. Independent Accountants' Consent.
*24. Power of Attorney.
*Previously filed with the Registration Statement.
Item 17. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>II-4
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beaverton, State of
Oregon, on October 18, 1995.
SEQUENT COMPUTER SYSTEMS, INC.
By ROBERT S. GREGG
---------------------------------
Robert S. Gregg,
Sr. Vice President of Finance and
Legal and Chief Financial Officer
<PAGE>II-6
Pursuant to the requirements of the Securities Act of
1933, this amendment to the registration statement has been
signed by the following persons in the capacities indicated on
this 18th day of October, 1995.
Signature Title
--------- -----
(1) Principal Executive Officer:
*KARL C. POWELL, JR. Chairman, President,
--------------------------- Chief Executive Officer
Karl C. Powell, Jr. and Director
(2) Principal Financial and
Accounting Officer:
ROBERT S. GREGG Sr. Vice President of
--------------------------- Finance and Legal
Robert S. Gregg and Chief Financial
Officer
(3) Directors:
*DAVID R. HATHAWAY Director
---------------------------
David R. Hathaway
*ROBERT C. MATHIS Director
---------------------------
Robert C. Mathis
*MICHAEL S. SCOTT MORTON Director
---------------------------
Michael S. Scott Morton
*ROBERT W. WILMOT Director
---------------------------
Robert W. Wilmot
*By ROBERT S. GREGG
---------------------------------
Robert S. Gregg, Attorney-in-Fact
<PAGE>II-7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in the Prospectus constituting part of this Registration
Statement on Form S-3 of our report dated January 25, 1995,
which appears on page 42 of the 1994 Annual Report to
Shareholders of Sequent Computer Systems, Inc., which is
incorporated by reference in Sequent Computer Systems, Inc.'s
Annual Report on Form 10-K for the year ended December 31,
1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on
page F-6 of such Annual Report on Form 10-K. We also consent
to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Portland, Oregon
October 5, 1995
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------- -------------------- ----------
4A Articles of Incorporation, as --
amended, of Sequent Computer
Systems, Inc. (the "Company")
(Incorporated by reference to
Exhibit 4A to the Company's
Registration Statement on Form S-8,
File No. 33-63972).
4B Bylaws of the Company, as --
amended (Incorporated by
reference to Exhibit 4B to
the Company's Registration
Statement on Form S-8, File
No. 33-39315).
*5 Opinion of Counsel.
*23A Consent of Price Waterhouse LLP
(see page II-7).
*23B Consent of Stoel Rives
(see Exhibit 5).
*24 Powers of Attorney.
*Previously filed with this registration statement.
